My Planet, Not Yours
by Mislagnissa
Summary: After the fifth shock, the EKG stopped beeping and let out a long, shrill whine. Gwen buried her face in Max's shirt, tears falling down her face. "Time of death—" Then, to everyone's shock, Ben abruptly sat up... but his hair and the edges of his face were streaked with royal green. He held up his hand and examined it, flexing his fingers. "This... is smaller."
1. And Then There Were 10 (Plus 1?)

A/N: This story is a crossover with _Buffy the Vampire Slayer_ and _Angel_, but knowledge of those shows isn't necessary to enjoy this story, as only one character from that series appears here (though, admittedly, in a major role). This story is a remake/sequel to Nomma's fanfic "Conversations," from the fanfic archive Twisting the Hellmouth. Credit given where credit is due.

* * *

"I possess so much grace, more grace than this bag of sticks could express. I was the immaculate embodiment of rule," Illyria proclaimed as cracks broke out across her shell, spilling out eerie blue light. She sneered. "I blame this on the weakness of your species."

"Fair enough," replied Wesley.

"There's no need for that."

Just as he pulled the trigger, time slowed to a crawl. Fred, wearing the same leathery armor as Illyria, was suddenly standing in front of the gang, effortlessly halting their efforts with a wave of her hand.

"Fred?" asked Angel incredulously. Aside from Illyria, he was the only other person in the room to remain unfrozen.

Illyria stared at the doppelganger in confusion. "I have lived seven lives at once; what was an eighth?" she asked morosely.

Fred stepped forward and placed her hands against Illyria's chest. It was only a matter of moments before the shell could no longer tolerate the strain.

"You could do so again, easily. It is simply a matter of sending the power to new shells," she replied.

Blistering blue light suddenly poured out of the Old One's body and pooled into her doppelganger's palms. The glowing cracks in her shell vanished, leaving only unbroken skin. Fred stepped back, then extended her arms in front of her, palms adjacent and facing upward.

A miniature blue sun, countless tentacles writhing across its surface, floated in her outstretched palms. A moment later it split into six smaller spheres, each a different color: red, orange, yellow, green, violet and black. The six spheres flew outward, each heading in a different direction. The spheres vanished before they touched the walls of the dojo, each destined for a different plane of existence to prevent their combined power from tearing this earthly plane apart.

"Angel," said the doppelganger as she finally glanced at him. "I forgot how beautiful you were."

"Er, thanks," he replied, confused.

Illyria merely blinked and took stock of the newcomer.

"You're me. From the future," she said.

"More or less," replied Fred.

"Did everything turn out the way it was supposed to?"

"No," she replied, briefly glancing at the still frozen Wesley. "Things are bad and they're getting worse. I made a lot of mistakes."

"So are we going to lose?"

"At best, we're not going to win. You know what we have to do."

Illyria looked downcast for a moment, an odd sight coming from the God-King.

"Is it the only way?" she asked.

"There is one perfect possible future, but I have not seen it yet."

"Er," interrupted Angel. "Could someone provide me with a translation, please?"

Fred glanced back at him and smiled.

"Angel, I have to go. But don't worry, I'm not really leaving, I'm just changing. Everything will be okay, you'll see."

She waved her hand and a glowing distortion opened in front of her. Illyria stared at the portal for a moment and then turned and walked off into it.

"Where'd she go?" asked Angel.

"She didn't go anywhere. She grew up. She's me. Let's go," said Fred.

"I want an explanation now."

"No, you wouldn't understand."

Fred looked upward and closed her eyes as her form shimmered blue. A moment later, another Illyria stood in her place.

"Fred," began Angel, his hands shaking. "Tell me what the hell just happened, or I will—"

Fred, or whoever she really was, merely waved her hand. The air rippled for a moment, and then his movements reversed. In an instant Angel was standing back where he was when Wesley had just pulled the trigger, before time had stopped.

She hugged her arms around her chest, sobs threatening to burst from her throat as she steeled herself for one final time. Cracks began to break out across her skin, spilling out an eldritch blue light.

"I don't want to go," she said aloud, alone and unheard.

Her arms dropped to her side as she quickly turned around, just in time for the mutari generator's inverted beam to send her into convulsions. After what felt like an eternity, Illyria fell to her feet and could see nothing but blank tile floor.

Wesley lowered the generator and stepped forward cautiously.

"Illyria?" he ventured.

She lifted her head and looked up at him contemptuously.

"Touch me and die, vermin," she protested weakly.

If anyone else had seen the exchange, and known its significance, then they would have wept in pity for the multiverse.

* * *

Benjamin Kirby Tennyson, class clown extraordinaire, was initially excited about the summer vacation with his beloved Grandpa Max until he learned that his cousin Gwen was along for the ride. The two had known each other ever since they were born, and they had never particularly liked each other. The only times they'd tolerated each other was when their cousin Sunny came over to visit a few times when they were toddlers. Uncle Manny was the black sheep of the family, although only Carl and Frank treated him that way. The two never explained to Sandra, Natalie, Max, Ben, Gwen or Ken why that was and Sunny eventually stopped visiting entirely. But that is another story for another time.

Ben thought he was doomed to sulk through a horrible summer, but everything changed when an innocent shooting star turned into an evil meteor from outer space and unerringly sought him out like a heat-seeking missile… only to miss at the last minute.

After a few moments, the light and heat of the crash faded. Sitting in the center of the crater was a strange metal sphere. Ben Tennyson stepped to the edge of the crater and gazed inside.

"Looks like a satellite or something," he mused aloud.

Suddenly, the ground beneath him began crumbling. The boy yelped as he slid down, landing on his backside inside the crater. He recovered quickly and stood up, dusting dirt off his pants.

Ben glanced back at the sphere. After a couple of seconds, its top segments slid open and a plume of old, musty dust blasted the boy in the face. He fell back on his backside, coughing. After a few moments, he cleared his airways and wiped his eyes clear.

He stood up again and glanced back inside the sphere. Sitting inside the sphere he could see what looked like a strangely-designed watch, glowing and bathing the crater in green light.

"A watch? What's a watch doing in outer space?" he thought aloud.

Ben tentatively extended his hand forward and, unsurprisingly, the watch jumped at him.

The watch proved to be some kind of alien device that allowed Ben to change into any one of 10 "awesome alien dudes" as he called them. There was a close call with a forest fire caused by horseplay as "Heatblast," but quick thinking from Grandpa Max sorted that out. Ben's second transformation into "Wildmutt" proved just as strange before segueing into an attack by autonomous robotic drones, culminating in a boss battle with a ten meter robot. A quick realization by "Diamondhead" that he could reflect the bot's lasers allowed him to win and save the lives of innocent bystanders, before he ran back to the Rust Bucket before his secret identity was revealed.

Ben was looking forward to a future as a superhero. It was every ten year old boy's dream, wasn't it? Unfortunately, in this timeline the loveable goofball who would become a beloved hero was destined for a very different—but still oddly similar, at times—future.

While they leisurely followed Diamondhead back to the Rust Bucket, Gwen and Max started as a piercing scream echoed through the forest and scared dozens of birds into flight. They glanced at one another in shock and fear.

"Ben!"

They ran forward and found Ben lying on the ground near the Rust Bucket, screaming his lungs out. Seeing his grandson writhing on agony, Max quickly ran forward and scooped the poor boy in his arms.

"Ben, sport, what wrong?!" asked Max.

The boy's screaming suddenly stopped, probably due to shock. He couldn't reply, at least not in anything but whimpers and sobs. Blood spurted out of his mouth and onto Max's Hawaiian shirt. Gwen put a hand to her mouth to stifle a cry, and tried to keep herself calm. Panicking wouldn't help Ben.

"Gwen, get in the Rust Bucket! We're going to hospital!" cried Max.

When they arrived at the emergency room an hour later, Gwen and Max were forced to stand behind a glass dividing window, watching helplessly as the hospital staff tried desperately to stabilize Ben's deteriorating condition. The poor boy had already lost consciousness when he arrived.

"He's going into cardiac arrest. Get the paddles, now!"

The EKG kept beeping rapidly, the lines on the monitor irregular. A nurse quickly sliced open Ben's shirt and the defibrillator paddles were applied to his tiny fluttering chest.

"Clear!"

There was no change after the first shock… or the third. After the fifth shock, the EKG stopped beeping and simply let out a long, shrill tone.

Gwen buried her face in Max's shirt, tears falling down her face. Max could only stare at the limp body of his grandson in dull surprise. What was he going to tell Carl and Sandra?

The doctor standing by the body glanced at her watch.

"Time of death—"

Then, to everyone's shock, Ben abruptly sat up. He was pale, with a green tinge on his forehead and the sides of his face, and there were green highlights in his brown hair. His eyes were a much more vivid shade of green than they'd been before. He slowly held up a hand and stared at it with a bemused expression, then glanced down at his own body as though seeing it for the first time. His movements were stiff and jerky, like a marionette. He moved a hand and poked at his stomach.

"This is… smaller," he stated absently.

The doctor shook off her initial shock and stepped forward.

"Mister Tennyson?" she ventured.

Ben ignored her. He glanced at his cut shirt and began fiddling with the cut edges.

"We need to move you to another room and perform some tests to make sure you're alright. Do you mind?"

Ben still didn't respond; he was more interested in examining his own body, as though it was something completely new to him. He didn't react when the nurses moved him, either. Max and Gwen simply stood still and stared in shock at the room where Ben had been dying only moments ago. Just what had happened to him?

_Illyria was… confused was probably the best way to put it. His current situation managed to surprise, which was quite difficult to do to a four billion plus year old being such as him._

_The least surprising fact was that he'd reincarnated in the boy child, Benjamin Tennyson. His current shell was smaller than the last, which would make fighting more difficult, but the shell would grow in time and the relative change was minute compared to his original form._

_There were, however, two things of interest regarding this shell. What Illyria noticed first was that the shell possessed a nascent spark of magic. Somehow, the spark had escaped being extinguished and was channeled into his function system with the rest of the shell's electrical spasms. On its own, the shell would've required years of training to cast even the simplest of spells, if at all. With Illyria's vast knowledge, practical experience and natural reservoir of power, he supposed he could start practicing magic in a matter of months._

Another two hours later, while the doctors ran a battery of tests, Max Tennyson finally lost his patience.

"I want to see my grandson. Is he alright?" asked Max.

"Alright is a relative term, Mister Tennyson," the doctor replied.

"Is he alright?" he asked again.

The doctor sighed. "He's awake," she began, "but your grandson shouldn't be alive right now. His skin is tougher than a rhino's and his internal organs have been barbequed, for lack of a better word. I want to run more tests."

"You can run all the tests you like. Let me see my grandson!"

"Room seventeen," she stated, pointing to her right.

Max walked past the doctor, down the hall and entered the sterile room. Gwen was right beside him, squeezing his arm for support. Ben was sitting in a bed, watching television as though nothing was wrong. Gwen let go of Max and ran to the bedside.

"Don't scare us like that, doofus! We were really worried!" She berated her cousin, absent-mindedly wiping tears of joy from her cheeks.

"So sport, you feeling okay?" Max asked.

Ben didn't respond immediately. After a few seconds, he glanced at his cousin and grandpa, and stared at them in confusion, the green cast to his features quickly fading away like fog under sunlight. A few seconds of silence passed, before the now normal-looking boy broke out in a wide grin.

"Never better!"

The three laughed, glad to be back to what passed for normality.

"Can we go now?" asked Ben. "I don't want to spend vacation in a hospital."

"My thoughts exactly, doofus," Gwen agreed.

"Dweeb!"

Max sighed as the cousins resumed their usual taunts, but he smiled when he noticed that the two seemed to be happy to fight.

_What Illyria noticed second, however, was that the shell's magical potential paled in comparison to the alien device symbiotically bonded to his arm. Illyria was unsure what to make of the device at first, but he soon realized it was an object of imaginable power. Somehow, it generated energy that could alter the shell into the semblance of one out of many alien forms. The energy felt familiar, but Illyria could not trace it source further._

_He recognized the alien forms, species that had walked the worlds he'd conquered on this plane back in his time. The pyronite, vulpimancer, kineceleran, galvan, tetramand, lepidopterran, piscciss volann, and petrosapien were all known to him, though they had obviously undergone changes in the millions of years since his rule. The ectonurite was an anomaly, as that race was native to a different plane entirely. The green and black amorphous creature was completely unknown to him, so he assumed it must have come into being after his entombment._

_The watch was, to pardon the pun, a godsend to Illyria. He was no longer limited by the capabilities his human shell. He could change his shell to suit the situation, gain the useful abilities of other forms. It was as close as he could get to his original, unfathomable power._

Ben stayed overnight at the hospital for observation, but when his condition proved stable—albeit in complete violation of medical science, Max decided it was time to go in the morning. As he started the Rust Bucket, he noticed someone missing.

"Where's Ben?" he asked.

Gwen glanced up from her computer. "I haven't seen him since breakfast," she replied.

A moment later, a blue lizard alien with wheels for feet popped into the RV.

"Ben?" asked Max.

"Yep," XLR8 replied. "Hey, check this out." He dashed blindingly fast from one side of the RV to the other and then back again. "Pretty fast, huh?"

The watch symbol on his chest flashed red and started beeping. BEEP! BEEP! BEEP! He changed back to Ben a moment later.

"I think this is gonna be the best summer ever," he said, smiling.

"Absolutely," agreed Max.

"It's definitely going to be interesting," said Gwen. She glanced at Ben. "So, where'd you go anyway?"

Ben smirked at her mischievously. "Just had to take care of a couple of things before our vacation really got rolling," he replied.

Back in Bellwood, Cash and J.T. stared at each other in complete bafflement. The two bullies were now hanging from a tree by their underwear, an ironic reversal of their typical behavior.

"Dude, how'd we get up here?" asked Cash.

"I'm not sure," replied J.T. "It all happened so fast."

Cash waved his hand in the air at the street, trying to catch the attention of a passing car.

"Hey, somebody, anybody!" he called. "Little help up here, please!"

_J.T. and Cash were nothing but primitives to Illyria, worthy of no more notice than the ants beneath his feet. But he'd be lying if he said he didn't enjoy humiliating them. The watch was now part of him, and he would make good use of it._

* * *

In high orbit of Earth, a strange gun-shaped ship floated silently. The rents in its hull were slowly being repaired by robotic drones. On the makeshift replacement bridge, a tall, tentacle-faced alien floated inside a transparent vat, one of its arms and both of its legs blown off. A re-breather was attached to its face.

An armor-clad figure strode toward the vat and knelt before it in supplication. "My lord," the robotic servant began. "One of the drones had uncovered something… interesting from the crash site."

The servant extended one hand, in which a holographic projection appeared, displaying a magnification of strange, alien cells. "Trace amounts of this contamination were found within the pod, which we conclude were already present before the crash. The cells are dormant for now, but they are like nothing encountered before: neither plant nor animal but something in between. Furthermore…" It trailed off hesitantly.

"What?!"

The servant took a few steps backward, fearful of its master's wrath. "Forgive me, my lord. These… what we have tentatively labeled _amrita_ cells have proven utterly impervious to any attempts to exterminate them. They are, for all intents and purposes, immortal."

The alien leader, a _chimera sui generis_ named Vilgax, paused and thought for a moment before musing aloud. "Now that _is_ interesting."


	2. Washington B—Aaaahh!

Sirens wailed in the distance as the fire consumed the apartment building. It was becoming harder to breathe with every second that passed.

"Who are you?" the woman asked, holding her little boy close.

"I'm here to help," replied Heatblast, a humanoid seemingly composed of molten rock and fire.

He motioned to the hallway and walked out of the roomed, the woman and boy following close behind.

"This way," he said, pointed to the stairs.

A moment later, debris fell from the ceiling and collapsed the stairs.

"On second thought," he began, "that way." He gestured to another hallway with a window at the end.

Outside on the sidewalk, the tenants who'd managed to get out of the building were waiting with baited breath for the fate of the woman and her son, while firefighters tried desperately to douse the flames.

A moment later, the witnesses let out "oohs" and "awes" as a vortex of flame burst out of a window and touched down on the ground, vanishing to reveal Heatblast and the two he'd saved. The alien beamed in feigned pride as witnesses continued to gawk at him in astonishment.

_Being a superhero was similar to being a god, Illyria thought. The primitives were impressed by mere parlor tricks, showering him with meaningless adoration like sunlight on a sunny day. They would have fallen in line eventually, he supposed. Praise was the sound that lesser beings made as he passed by, when they were not greeting him by sobbing or voiding their bowels in fear. He basked in the empty glory anyway; it was not as though he had anything better to do with his copious free time._

"I'm sure you all want to thank me personally," Heatblast began, faking his best impression of a responsible role model even though he was now bored out of his mind, "but really it's all in a day's work for—no way!"

The flaming alien quickly turned his attention to the little boy he'd just saved, who was looking at a collectible trading card in his hand, the only thing the boy had been able to save from the fire that consumed his home.

"A gold sumo slammer card!" Heatblast continued, sitting cross-legged next to the boy. "Where'd you get it? I've been searching all over for that!" he exclaimed giddily.

The little boy stared at Heatblast in surprise. Why would an alien superhero be interested in a card?

"It was a prize inside a box of _Sumo Smacks_ cereal," he replied in confusion.

_Illyria knew in his metaphorical heart of hearts that _Sumo Slammers_ was a pointless, materialistic franchise of video games, television shows, junk food and other merchandise. Yet, despite his better nature, he was compelled to fulfill these—Ben's—absurd, childish hobbies. Even after the shell's demise, these desires would not cease. It struck him as strange, but not much more so than anything else in this alien world._

Just then, the Rust Bucket pulled up next to them, horn honking angrily.

"Yo, super doofus," called Gwen as she leaned out of the open passenger window. "The fire was just a diversion to cover up a jewelry store robbery. The bad guys are getting away."

"Uh," Heatblast began, dumbfounded—not that he would admit it. "I knew that," he saved.

He quickly stood up and hopped inside the waiting RV. With a squealing of tires, the Rust Bucket was on the chase. Saving people from a burning building wasn't difficult if one was made of fire like Heatblast. Being a hero was hard work, but Ben honestly enjoyed it—especially the parts involving punching people in the face.

The Rust Bucket's seat cushions, on the other hand, enjoyed it not so much. Max sniffed the air at the sudden burning odor.

"Knew I should have got those asbestos seat covers when I had the chance," he said when he noticed smoke rising from said cushions.

Heatblast pouted guiltily.

"Sorry Grandpa. I can't help it, I'm hot," he said apologetically.

Then Gwen blasted him with a fire extinguisher. Heatblast's flames immediately sputtered out. He looked back and glared at her as his flames quickly burst back into existence.

"10 Superheroes on that stupid watch and you picked the one with the flaming butt?" she asked sarcastically, scowling.

"Jealous?" he countered, smirking.

Gwen grunted and sprayed him again.

_A long time ago, Illyria would have incinerated any of his peers who showed him such disrespect. He tolerated it from this petulant child, for her bleating meant as much to him as the pheromones of ants meant to humans. Strangely enough, he was compelled to respond in kind, tossing childish insults between them like the severed heads of his enemies. Then again, she would have noticed something odd—well, odder than usual—if Ben had not talked back and Illyria did not want to deal with that inconvenience._

As the Rust Bucket caught up with the criminals' van, Heatblast leaned out the open passenger window and tossed a fireball at their back bumper and tires, causing the van to careen upward.

"Strike!" Heatblast called in satisfaction.

The van fell back to the ground and skidded across the pavement. The criminal duo inside screamed, until they crashed into a brick wall and were dazed by the impact. The driver groaned as Heatblast walked up the driver-side door and tore it off the van.

"Unless you punks want a permanent sunburn," Heatblast threatened, crushing the door in his hands for emphasis. "Hands against the wall," he ordered.

The two thugs stared at him in confusion, before glancing at each other. They reluctantly got out of the van and placed their hands against the nearby brick wall, facing away from Heatblast as the symbol on the alien's chest began beeping.

"You punks picked the wrong day to be bad—"

At that moment Heatblast flashed with a red light, and turned back into his normal Ben self.

"—guys."

At the sudden change in voice, the two criminals turned around to see a grinning ten year old boy where a flaming alien had stood a moment ago.

"What?" they cried in confusion as sirens began sounding right across the corner. "Hey, it's just a kid! Get the jewels," one ordered his companion.

Ben frowned and looked down at his body. "Well, this is embarrassing," he thought aloud. He looked back at the criminals, and raised a fist. "Don't get any bright ideas," he warned, "I can still beat you to a pulp."

The criminals blinked and then burst into laughter. Ben growled and walked toward them as menacingly as the small child could manage.

_Illyria found the resulting situation quite relaxing. No, he didn't particularly care what the primitives thought. Their opinion of him weighed less than sunlight. Unfortunately for them, he needed something to relieve his boredom._

The cop cars arrived momentarily.

"Freeze," ordered a cop as he stepped out of his car, pointing a gun at the criminals. He paused and did a double take at the sight. "What the…?"

"Unhle, unhle," the two criminals screamed—like little girls—as best they could with their bleeding, broken noses.

A pint-sized brat wailed on them, punching and kicking them around like oversized ragdolls. Because he was only half their height, the sight was as comical as it was horrifying.

* * *

The next day, Max was pushing a shopping cart through the newly-opened M-Mart. Gwen and Ben walked behind him, a pout on Gwen's face. She was not looking forward to Max's cooking. As they passed it, Ben glanced from the corner of his eyes at the cereal aisle. He grinned and punched the air giddily, then walked down the cereal aisle.

He picked up a box of _Sumo Smacks_ cereal. A large sumo wrestler mascot dominated the front of the box. He glanced at the corner, where a promotional advertisement displayed the words "FREE INSIDE SUMO SLAMMER CARDS."

"_Sumo Slammer_ cards. Cool," said Ben. He glanced up and smirked like the Cheshire cat. "Hmm," he mused to himself.

Meanwhile, Max was looking for his typical bizarre ingredients.

"Only canned octopus?" Max asked rhetorically and frowned. "I thought this store prided itself on wide selection," he said dejectedly.

"Uh, grandpa," Gwen began beside him. "No offense, but can we have a normal dinner for once?" She rolled her eyes and scowled in annoyance. "You know, one that doesn't involve stir-fried tentacles?"

Max chuckled. "Nonsense," he replied happily. "Ben loves my cooking."

"Don't remind me," Gwen muttered.

She chalked up her cousin's newfound fondness for Max's cooking to his near-death experience. The doctors had claimed Ben was a medical miracle due to his survival after his organs liquefied from his impossibly high fever, but his lack of a stomach did nothing to dull the boy's appetite. At least she'd gotten a half-eaten bag of corn chips and a candy bar out of the Faustian bargain.

"Now where do you suppose they keep the sheep's bladders?" Max asked himself aloud as he pushed the cart forward.

Desperate, Gwen wandered over to the cereal aisle, only to find that Ben was already there. Her doofus of a cousin was shaking a cereal box in front of his ear.

"Ben? What d'ya doing?" she asked.

Ben looked up from the cereal box in his hand.

"Looking for the gold _Sumo Slammers_ card, duh," he replied simply, then went back to shaking the box near his ear. "Nope," he said after a moment, then replaced the box on the shelf and picked out another to shake.

"By shaking cereal boxes?" she asked, then crossed her arms and smirked. "I'd have expected you to just rip them open one by one as that Grey Matter guy and make a big mess."

"Then you'd've squealed on me like you always do. Property damage is way more fun. Aha!" cried Ben. He ripped open the top of the box, stuck his hand inside, and then pulled out a gold _Sumo Slammers_ card.

Gwen stared at him incredulously.

"Okay, color me impressed," she said after a moment. "But we still have to pay for that, you know."

He scowled at her. "I know that, dweeb," he replied.

Gwen sighed. "Doofuses will be doofuses, I guess," she said, smirking.

It could always have been worse.

"There you are! It's like a maze in here," said Max as he pushed the shopping cart into the aisle. "Let's check out the pet department," he said, continuing forward.

"Please tell me you aren't looking for our breakfast," moaned Gwen as she and Ben walked after him.

On the way they passed a display showing a set of _Sumo Slammer_ cards, including gold, blue and red cards. Ben glanced at it as he passed.

"Someday, you'll be all mine," he said, grinning wistfully. He wasn't just referring to the cards.

"What was that Ben?" asked Max.

"Oh, nothing."

There was suddenly a tremendous crashing sound and screaming at the far end of the store. The three of them stopped walking.

"You guys heard that right?" asked Ben.

"Looks like its hero time, Ben," said Max.

Ben threw his fists into the air and cheered. "I thought this day would never get exciting," he said.

Gwen crossed her arms and scoffed.

Ben ran toward the source of the crash and came face to face with an ugly little man wearing a ridiculous headgear and riding a giant frog-toad-thing. The sight was totally awesome to the little boy.

"Hey! What do you think you're doing?" quipped Ben.

The little man glanced down at him. "Don't be a hero, kid," he said. "Just run along and play."

Ben scowled. It was no fun when the villains did not play along with superhero etiquette. Where was the grand evil plan monologue? Oh well.

"You are totally going down, freakazoid," he said. He twisted the watch's dial and pressed down the faceplate. In an instant, Ben was replaced by the eight-foot, red-skinned Fourarms.

The little man raised his eyebrows. "A superhero?" He chuckled, ignorant of the large shadow gradually looming over him. "Young fool, you cannot stop the genius of—Wait! What are you doing? Aaaahh!" he screamed.

A minute or two later, more security guards arrived on scene. They were stunned to see an eight-foot red-skinned alien with four arms standing on top of an unconscious and severely bruised giant mutated frog.

"He's all yours, officers," said Fourarms. "Now if you'll excuse me." Fourarms jumped down and walked away.

Behind him, a pair of legs were sticking out of one of the frog's nostrils, wildly kicking in the air.

Later, as the Rust Bucket drove down the highway, Ben placed the mad scientist's chest plate inside a cardboard box. Then he relaxed against the seat cushion.

"Bingo," began Gwen as she surfed the internet on her laptop. "Five years ago, Doctor Animo was a promising researcher in veterinary science, but it turned out he was doing all these twisted genetic experiments where he was mutating animals, and when he didn't win some big prize called the Verities Award, he flipped out."

"Anything about this sound familiar, Ben?" she asked, smirking.

"I got my gold _Sumo Slammer_ card. I got a trophy from Doctor Whacko. Washington D.C. was great," he said.

"No comment on the Smithsonian or the dozen other museums we visited?"

"I make history every day."

"You are such a major doofus."

"I know you are, but what am I."


	3. The Kraken, or, Tentacles of the Deep

"Cannonball!" yelled Ben as he jumped into the lake. As he surfaced, he called out in his best impression of an announcer, "Judges scores... yes! Perfect 10! Yeah!" He imitated a crowd roar. "The crowd loves him!"

A light shined on him from the nearby dock. Gwen stood there, holding a flashlight. "A perfect dweeb is more like it," she said, glaring at him as usual.

"Come on," offered Ben, grinning. "Dive in."

"Please," she countered, shining her flashlight across the lake surface. "Who knows what nasty, slimy things are slithering around in there?" The spotlight finally settled on Ben. "I rest my case," she answered herself with a slight smirk.

Ben's expression turned to a mix between shock and disappointment. "What's the point in camping by a lake if you're afraid to…" Ben smiled and lifted his hand over the water, "…get wet?" he asked, then splashed water at his cousin.

Gwen gasped at the water washed over her. "Knock it off, midget," she cried angrily, and turned to walk away.

Ben scowled at her. He had half a mind to play a practical joke on her, but he supposed that could wait for later.

"Okay, fine," he called after her. "We'll do it your way!" He swam toward the dock and jumped out of the water and onto it. He collapsed onto the dock, facing the sky.

Gwen turned back to him. "What are you doing?" she asked.

"Gazing at the stars," he answered haughtily. "Join me?"

Gwen sighed. "Not like I have anything better to do," she said. She walked forward and laid down beside him, careful not to touch the puddle around him.

A few seconds passed.

"This is actually pretty nice," said Gwen. "You think it's really boring, right doofus?"

"Yeah right, dweeb. I'm deeper than the sea."

She giggled. "Oh, that's priceless coming from you."

Ben pointed at the stars. "See those stars? It takes the light years to get here, so we're really seeing the past, not the now." He pointed at the mountains. "See those mountains? They were pushed up millions of years ago when the continents hit each other." He pointed at the trees. "See those trees? It takes them decades to grow that big." He dropped his arm. "Just imagine. This lake has been around a long time. It's probably seen a lot of things come and go."

She turned her head and scowled at him. "What's brought this on all of a sudden?" she asked. "I thought you didn't do that well in school?"

He grunted. "I'll have you know the teachers say I'm pretty smart," he countered. "I just don't apply myself as much as I could."

She smirked. "You mean you're lazy?" she asked rhetorically.

He sighed in annoyance. "Like I said, this lake's old. It's seen a lot."

_Illyria desperately wished he could hear the song of the green. He could almost hear the trees whispering to one another, just beyond his now feeble senses. But alas, it was not to be._

"Yeah, I guess that's kinda neat. It is pretty peaceful out here under the stars."

Ben closed his eyes in contemplation. A moment later, his eyes popped open. "We aren't alone out here," he said.

Suddenly, the surface of the lake bubbled and a gigantic _thing_ broke the surface.

Gwen immediately got up and screamed in terror.

Ben stood up, ready to hit his watch.

The thing's vaguely reptilian head, easily the size of a van, was green and dominated by a toothy mouth. A pair of tentacles growing from its cheeks writhed through the air like massive serpents. Its long neck bent forward and regarded the boy with a pair of vivid light-blue eyes.

"Help, monster," cried Gwen frantically.

"Wait," said Ben sternly. "I don't think he's here to hurt us."

An eerie tune, similar to whale song, filled the air. When the lake monster didn't make any further movements, Ben slowly stepped forward.

"Ben, don't," cried Gwen, but she was too scared to run after him.

"It's alright," said Ben.

The lake monster slowly lowered its head until it rested against the dock. Ben raised a hand and placed it against the creature's face. A moment later he gasped and stepped back. The lake monster pulled away and dived back into the water, vanishing under the surface.

Gwen hesitantly stepped forward. "What was that?" she asked.

Ben stared at the lake. "Someone who needs help," he said cryptically.

_Illyria had come to this plane billions of years ago when the native life had not yet advanced beyond single cells. It was a paradise then, unspoiled by any of his rivals. So of course the first thing he did was import demonic beasts and titans from his home plane and let them run free to remind him of home. This beast must have been a relic of that bygone era, surviving in a hidden corner of the world. The thought of his legacy miraculously continuing for this long made him... not unhappy._

A minute later, Gwen barged into the RV with Ben following lazily behind.

"We were just attacked by a giant lake monster," she exclaimed.

Max stirred slightly in his bed. "Come on, champ," he said sleepily, mistakenly addressing Ben. "Joke's over."

"But I'm not kidding this time," countered Ben. "We both saw it."

Max sighed. "Get some sleep," he said, then grunted. "Remember we have an early day tomorrow for our fishing trip."

Ben and Gwen both looked at one another downcast.

"No, really," Gwen explained the next day as the trio walked down to the docks. "It was humongous with these red glowing eyes."

"Blue eyes," piped Ben.

Max glanced down at them as they walked, a fishing pole in one hand. "I'm sure it was just some kind of big fish," he said. "That's all."

Ben rolled his eyes. "Just give it a rest, Gwen. Grandpa doesn't believe us anyway."

They finally stopped at the edge of the wharf. Nearby was a medium-sized fishing boat, on the deck of which a man was attending to his duties. Sitting on the wharf was a bucket. Ben bent forward and put a hand in the bucket, lifting it to reveal a pile of squirming worms in his palm.

Gwen retched at the sight. "Oh, Ben, gross," she exclaimed. "What's with the bucket of slimies?" she asked, glancing to Max.

Ben grinned at her. "Breakfast?" he offered.

"Bait," answered Max, smiling.

"Yeah," said Gwen. "Well, I think I'm going to pass on the fishing thing. I'll just go back to the RV and wait there, away from the monster-infested lake." She turned and walked away.

"Okay," Max called after her. "But you don't know what you're missing."

"I'm pretty sure I do," she called back, waving.

Ben and Max turned back to the boat sitting next to the wharf.

"Captain Shaw?" Max asked the boatman.

The boatman glanced back at them. "Who wants to know?" he asked in a gruff voice.

"I'm Max Tennyson, and this is," Max glanced down at Ben, "my grandson Ben."

Ben smiled and waved at Shaw.

"We chartered your boat today for a fishing trip," added Max.

Shaw raised an eyebrow. "Well, what are you waiting for? An engraved invitation?" he asked rhetorically. "Get aboard, I ain't got all day," he added, then turned away and walked to the boat's controls.

Ben grinned and got aboard. Max hesitated for a moment, his expression unreadable, before joining them. The boat quickly started and sailed off toward the middle of the lake.

A half-hour passed. Max and Ben took in the sights. The lake was calm, and in the distance forests and a few mountains could be seen. The clouded sky gave the lake an eerie, twilit cast.

Max glanced at Shaw, who was piloting. "Anything interesting to catch out there today?" asked Max.

Shaw glanced over. "More than you can imagine," he answered cryptically. "Looks like your boy's using his breakfast as chum," he added.

Max frowned and glanced to his left, where a life vest-wearing Ben hunched over the edge of the boat.

Max gently placed a hand on his grandson's back. "Ben, you feeling okay?" he asked.

Ben stood up and looked at him. "Yeah," he answered, grinning. He eyes continually shifted back and forth from the lake's surface. "I'm just keeping an eye out for Nessie. He seemed really upset."

Max raised an eyebrow. "Nessie?"

"He doesn't have a name so I gave him that one. It sounded right."

Max smiled. "Now, Ben, this is a fishing trip, not a monster hunt."

"I'm not hunting—"

"It's called the kraken," Shaw interrupted.

Max and Ben turned to him.

"You know about him?" asked Ben.

"It's my business to know about it," answered Shaw, pulling out a photograph and holding it out to the boy.

Ben stepped forward and accepted the photograph. It depicted a blurry image of the kraken's neck and head emerging from the water.

"I've been on its tail for years," Shaw continued. "Folks say my rudder's not right."

Max raised an eyebrow. "Why doesn't that surprise me?" he muttered.

"Sightings go back hundreds of years on this very lake," Shaw explained. "Some say it's a myth. Not me. I could take you to a spot where I personally laid eyes upon the Beast…" He glanced over at them. "That is, if you got the stomach for some real adventure," he added with a grin.

_Illyria wasn't surprised. Titanic demons like Nessie were quite capable of living for eons, so it most likely was the same one that was responsible for the sightings across the centuries. In contrast to other demons, Nessie wasn't naturally violent and actually sought him out for help. In turn, he felt oddly compelled to find out what was bothering the beast. Curiouser and curiouser._

Ben glanced up at Max with a huge smile plastered to his face. Max glanced down at his grandson, frowning. Ben grinned at him expectantly.

"I guess so," said Max reluctantly.

"All right!" cheered Ben.

"Sonar. Hi-def video setup. Ultrasound," Captain Shaw explained, indicating the various instruments on the boat's console. "I got it all, and I will find it," he said with a nod. "Mark my words," he continued, a strange haze coming over his eyes as he glanced across the lake. "It can't hide forever."

Ben stared at Shaw in amazement, a massive grin on the naïve little boy's adorable face. Max stepped forward, frowning. Ben gasped in surprise as his grandfather suddenly pulled him behind the boat's mast. Max got down on one knee so their faces were level and looked at his blinking grandson with concern.

"Ben," he began, "I don't want you to put too much stock into what Mister Shaw says." He gave the captain a sideways glance. "I don't think he has both oars in the water, if you know what I mean."

Ben glared back. "Why? Just because he saw Nessie, too? Did you forget I'm a superhero?" replied Ben.

The boy turned and walked away grumbling. Max stared after him in concern.

A short time later, Shaw frowned as they approached a line of yellow tape suspended above the water by floats. He stopped the engine and read the black text printed prominently on the tape.

"Do not enter?" he read in confusion. "What's going on?"

Max stepped forward and glanced at the line. "Looks official," he said, then glanced back at Shaw. "Maybe we should turn back," he suggested.

Shaw's brow furrowed. "Nonsense," he said indignantly. "This is my lake, and I'll go wherever I—"

"Fishing boat," a loud voice interrupted him. "Stop where you are."

Shaw's expression twisted in surprise and he glanced at the speaker. Another boat pulled up beside them, three men in green jumpsuits standing on the deck.

"I am Jonah Melville, the founder of Friends of Fish," a brown-haired man with a beard addressed them. "We've closed this section of the lake for an environmental study. You'll have to turn your boat around," he explained.

Shaw stepped across the deck and glared at the interlopers, then leaned menacingly on the gunwale.

"Suppose you make me, fish hugger," he said indignantly.

Max smiled. "Well, since I chartered the boat for the day," he began, "I believe I'm in charge. Isn't that right, captain?"

Shaw rolled his eyes and sighed. "Aw, I suppose," he muttered, then stood up and walked back to the wheel.

Ben glanced at Max in alarm. "But what about Nessie?" he cried.

Across from him, Jonah laughed. "You mean the kraken? Not that old fish story," he said dismissively. "Look," he began, "I'm a marine biologist, and anybody who tells you they've seen a monster in this lake is casting without a hook."

Jonah turned and walked away. Ben pouted and glared angrily at his retreating back. His gaze swept over the other boat, finally setting on a lone cargo crate. Immediately, his eyes narrowed in further anger and his hand clenched until a crack appeared in the gunwale.

_He may have no longer heard the Song of the Green, but still his senses had easily discerned the contents._ _The human called Jonah had lied to Illyria and done so multiple times. There was no "Friends of Fish." Jonah was not conducting an environmental study, he wasn't a marine biologist, and he _knew_ that Nessie lived in the lake. _

As Shaw's boat restarted and continued in the other direction, the sonar suddenly started beeping. Shaw glanced down at the instrument in confusion.

"The sonar," he exclaimed. His eyes widened as a blip moved across the screen. "We found something."

Behind them, a large shark-like fin broke the surface and moved rapidly forward.

"Or something found us," exclaimed Ben. He lifted his arm and pointed at the fin. "Look!"

Max and Shaw glanced at where he was pointing.

"The kraken!" exclaimed Shaw.

The fin submerged again. A massive dark shape appeared underneath the boat and continued onward toward the shoreline. In its wake the water seethed and rocked the boat from side to side. Shaw held onto a wooden support beam for dear life, while Max held Ben to his side protectively.

"It's heading for the docks," exclaimed a visibly shocked Shaw.

Max and Ben glanced at the shoreline in alarm. "Gwen," they both exclaimed.

Meanwhile, back in the Rust Bucket, Gwen leisurely stepped out of the door, using a towel to dry her hair. She gazed up at the mildly cloudy sky and sighed in contentment.

"Finally a little sun," she said. "And with my bigmouth cousin nowhere in sight, I can just lay back and relax."

She was broken out of her reverie by the blast of a foghorn. Moments later screaming and great crashing sounds came from the direction of the docks.

"Huh?" Gwen exclaimed.

The redheaded girl quickly ran in the direction of the docks, concerned about what was going on. She was greeted by the sight of the docks in ruins, tourists screaming and flailing about in the water, and a roaring lake monster tossing boats around like bath toys. Gwen's eyes widened in horror and she quickly ran back to Rust Bucket. She quickly stepped back inside and began rooting around her scattered possessions. After a few moments of searching she triumphantly held up a cell phone.

"Well, my mom said only use in an emergency," she said to herself. "I guess this qualifies." She dialed 411. "Yes, hello? Get me the U.S. Fish and Wildlife Service!"

Meanwhile, back on Shaw's boat, said captain was gazing at the rampaging beast through a pair of binoculars.

"I told you," he exclaimed triumphantly. "It's real. The kraken lives!"

"Sail now. Gloat later," Max told him.

Max turned and bowed to Ben, placing a reassuring hand on the boy's shoulder. "Someone's got to rescue those people," he whispered to his grandson conspiratorially.

Ben nodded, then turned and ran to the edge. In an astounding display of parkour the boy jumped up, flipped upside-down in mid-air, and pushed off the gunwale with his hands to propel himself into the water with a splash. The boy surfaced a moment later and pressed his watch. The green hourglass-shaped face displayed the silhouette of a fish-like humanoid.

"Ripjaws to the rescue," he said.

He took a deep breath and then dived under the water. Once he swam a few feet and was sure no one could see him, he slammed his hand on the faceplate. In a flash of green light, XLR8 broke the water's surface. His faceplate retracted and he glanced over himself.

"Hey, I said Ripjaws, not XLR8," he exclaimed indignantly. "Stupid watch."

He glanced over at the Kraken, who was currently terrorizing flailing tourists. Ben had no choice, it was now or never.

"Here goes nothing," he said.

His faceplate extended and he began to awkwardly run-slash-swim as fast as he could. In a matter of moments XLR8 was running across the surface of the water. At first he cried out as he nearly tumbled over a few times, but he quickly regained his balance each time. Soon he was rapidly accustoming himself to running on water.

Moving quickly, XLR8 grabbed nearly a half-dozen people before the Kraken's frantic flailing crushed them and then ran to the shoreline and deposited the confused tourists. Thankfully only a few people had been in harm's way. However, a few boats were still sitting in the lake, utterly at the mercy of the angry Kraken, including the so-called Friends of Fish. The Kraken picked up another boat in its claws, the vessel resembling a bath toy in comparison to the beast's massive size.

"Get us out of here!" screamed Melville.

One of his companions quickly started the engine and sped their boat in the other direction. The Kraken turned around and roared, attracted by the engine noise. It tossed the boat in its claws away and then submerged and bore down on the Friends of Fish, its dorsal fins cutting through the water like a giant shark. Meanwhile, XLR8 was already running across the water toward them.

Just as Melville thought he'd escaped, the Kraken's bulk emerged right in front of his boat, roaring and splashing massive waves. The boat tried to bank but quickly lost control and was tossed around by the raging water. Melville and his companions held on for dear life as the boat spun around before slowing and coming to a stop.

The Kraken surged forward again and reared out of the water, but XLR8 reached the boat just in time and leaped up onto the beast's forehead. The Kraken roared and tried to throw him off before suddenly calming down. The beast came to a stop in front of the boat and bent its head forward. XLR8 jumped off and landed on the deck, right in front of Melville.

Melville stared at the alien in shock before his face changed to relief.

"Thanks for the—"

He didn't get a chance to finish before XLR8's hand lashed out and wrapped around his throat. The alien's normally blue skin abruptly changed to a shade of green as he lifted the man into the air. XLR8's faceplate retracted, revealing a look of contempt.

"Answer me this, primitive. Why did you steal the egg?" he demanded in a cold, imperious tone.

"I-I don't know w-what you're t-talking about," Jonah wheezed.

Illyria smirked at the bald-faced lie. "Then you're of no further use to me," he said.

The Old One effortlessly tossed the screaming fool into the churning water. His faceplate extended and his green skin changed back to blue. XLR8 turned and jumped back on top of the water, running for the shoreline. He didn't even glance back once as the Kraken crushed the boat into so much flotsam and jetsam.

A few hours later, the shoreline was swarming with reporters, tourists, police, scientists, animal rights activists, government agents and numerous others who made it their business to arrive uninvited after a rather public giant monster attack. Jonah Melville and his partners in crime, who had unfortunately survived the attack, were revealed to have been poachers who were trying to steal the Kraken's eggs and were quickly carted off in handcuffs by the police.

"I spent years chasing after the kraken," Shaw told the cameras. "But did anyone believe me? No! Well, I told you so!" He cheered and whooped, finally vindicated after years of ridicule.

"I didn't believe those Friends of Fish guys for a second. That Melville guy lied his butt off," Ben told the cameras, right before Max walked up and carried both of his grandchildren back to the Rust Bucket.

"But Grandpa!" the boy whined.

"No Ben. We're leaving right now before the rest of the media circus arrives," said Max.

"I'm up for that," said Gwen cheerfully. "I never want to come back here ever again."

Meanwhile, a government spokesman did his best to calm the unruly mobs, promising that that the government would do all it could to protect and conserve the new endangered species discovered in the lake and prevent further danger to the public.

Under the lake, the Kraken curled protectively around its eggs, happy to be reunited.


End file.
